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                                                                    EXHIBIT 3.1

                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION
                                       OF
                             UNION BANKSHARES, INC.
                          (as restated August 1, 2007)

1.    Name. The name of the Corporation shall be Union Bankshares, Inc.

2.    Registered Agent and Office. The registered agent of the Corporation
      shall be Kenneth D. Gibbons, with a registered office at the offices of
      Union Bank, 20 Lower Main Street, Morrisville, Vermont.

3.    Principal Office. The principal office of the Corporation shall be
      located at Morrisville, Vermont.

4.    Operating Method. The operating period of the Corporation shall be the
      calendar year ending December 31.

5.    Duration. The period of duration of the Corporation is perpetual.

6.    Purposes. The Corporation is established for the following purposes: to
      serve as a holding company, including the ownership, management, and
      control of bank stock; to engage in, directly or indirectly, activities
      related to banking; and to carry on and conduct any other lawful business
      or activity for which corporations may be organized under the Vermont
      Business Corporation Act.

7.    Capital Stock. The aggregate number of shares the Corporation shall have
      the authority to issue shall be seven million five hundred thousand
      (7,500,000) having a par value of two dollars ($2.00) per share.

8.    Liability of Directors. A Director of the Corporation shall have no
      personal liability to the Corporation or to its shareholders for money
      damages for any action taken, or any failure to take any action, solely
      as a director, based on a failure to discharge his or her own duties in
      accordance with Section 8.30 of Title 11A of the Vermont Statutes
      Annotated, except for (a) the amount of a financial benefit received by
      the Director to which the Director is not entitled; (b) an intentional
      reckless infliction of harm on the Corporation or its shareholders; (c) a
      violation of Section 8.33 of Title 11A of the Vermont Statutes Annotated
      or (d) an intentional or reckless criminal act. This Section 8 shall not
      be deemed to eliminate or limit the liability of a Director for any act
      or omission occurring prior to the date this Section becomes effective.
      No amendment or repeal of this Section 8 shall apply to or have any
      effect on the liability or alleged liability of any Director of the
      Corporation for or with respect to any acts or omissions of such Director
      occurring prior to such amendment or repeal.

9.    Greater Voting Requirements.
            (i) Except as set forth in part (ii) of this Section 9, the
      affirmative vote or consent of the holders of 67% of the outstanding
      shares of all classes of stock of the Corporation entitled to vote for
      the election of directors, considered for the purposes of this Section as
      one class, shall be required (a) for the adoption of any agreement for
      the merger, consolidation or plan of share exchange of the Corporation or
      any Subsidiary (as defined below) with or into any Other Corporation (as
      defined below), (b) to authorize any sale, lease, exchange, mortgage,
      pledge or other disposition of all, or substantially all of the assets of
      the Corporation or any Subsidiary to any Other Corporation, (c) to
      authorize the issuance or transfer by the Corporation of any Substantial
      Amount (as defined below) of securities of the Corporation in exchange
      for the securities or assets of any Other Corporation, or (d) to engage
      in any other transaction the effect of which is to combine the assets and
      business of the Corporation or any Subsidiary with any Other Corporation.
      Such affirmative vote or consent shall be in addition to the vote or
      consent of the holders of the stock of the Corporation otherwise required
      by law, the Articles of Association of the Corporation or any agreement
      or contract to which the Corporation is a party.

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            (ii) The provisions of part (i) of this Section 9 shall not be
      applicable to any transaction described therein if such transaction is
      approved by a resolution of the Board of Directors of the Corporation,
      provided that the directors voting in favor of such resolution include a
      majority of the persons who are not affiliated with the Other Corporation
      involved in such transaction or who were duly elected and acting members
      of the Board of Directors prior to the time such Other Corporation became
      a Beneficial Owner (determined as provided below) of 5% or more of the
      shares of stock of the Corporation entitled to vote for the election of
      directors.
            (iii) The Board of Directors shall have the power and duty to
      determine for the purposes of this Section 9, on the basis of information
      known to such Board, if and when any Other Corporation is the Beneficial
      Owner of 5% or more of the outstanding shares of stock of the Corporation
      entitled to vote for the election of directors. Any such determination,
      if made in good faith, shall be conclusive and binding for all purposes
      of this Section 9. An Other Corporation (as defined below) shall be
      deemed to be the "Beneficial Owner" of any stock beneficially owned by
      any "affiliate" or "associate" of such Other Corporation, in accordance
      with the rules of the Securities and Exchange Commission promulgated
      under the Securities Exchange Act of 1934.
            (iv) As used in this Section 9, the following terms shall have the
      meanings indicated:
                    "Other Corporation" means any person, firm, corporation or
            other entity, other than a Subsidiary of the Corporation, which is
            the Beneficial Owner of 5% or more of the shares of stock of the
            Corporation entitled to vote in the election of directors.
                    "Subsidiary" means any corporation in which the Corporation
            owns, directly or indirectly, more than 50% of the voting
            securities.
                    "Substantial Amount" means any securities of the
            Corporation having a then fair market value of more than 5% of the
            Corporation's consolidated capital accounts as of the end of the
            then preceding fiscal year.
            (v) The provisions of this Section 9 may not be repealed or amended
      in any respect, and no provision inconsistent herewith may be adopted,
      unless such repeal, amendment or adoption is approved by the affirmative
      vote of the holders of not less than 67% of the total voting power of all
      outstanding shares of stock of this Corporation entitled to vote for the
      election of directors, voting as a single class.

Dated at Morrisville, in the county of Lamoille, this 1st day of August, 2007.


                                       UNION BANKSHARES, INC.


                                       By: _____________________________
                                           Kenneth D. Gibbons, President


                                       By: _____________________________
                                           Robert P. Rollins, Secretary

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